Subsidiary

A subsidiary, subsidiary company or daughter company^[1][2][3] is a company that is owned or controlled by another company, which is called the parent company, parent, or holding company.^[4][5] The subsidiary can be a company, corporation, or limited liability company. In some cases it is a government or state-owned enterprise.

In the United States railroad industry, an operating subsidiary is a company that is a subsidiary but operates with its own identity, locomotives and rolling stock. In contrast, a non-operating subsidiary would exist on paper only (i.e., stocks, bonds, articles of incorporation) and would use the identity of the parent company.

Subsidiaries are a common feature of business life, and all multinational corporations organize their operations in this way.^[6] Examples include holding companies such as Berkshire Hathaway,^[7] Leucadia National Corporation, Time Warner, or Citigroup; as well as more focused companies such as IBM or Xerox. These, and others, organize their businesses into national and functional subsidiaries, often with multiple levels of subsidiaries.

Details

Subsidiaries are the separate, distinct legal entities for the purposes of taxation, regulation, and liability. For this reason, they differ from divisions, which are businesses fully integrated within the main company, and not legally or otherwise distinct from it.^[8] In other words, a subsidiary can sue and be sued separately from its parent and its obligations will not normally be the obligations of its parent. However, creditors of an insolvent subsidiary may be able to obtain a judgment against the parent if they can pierce the corporate veil and prove that the parent and subsidiary are mere alter egos of one another, therefore any copyrights trademarks and patents remain with the subsidiary until the parent shuts down the subsidiary.

The most common way that control of a subsidiary is achieved, is through the ownership of shares in the subsidiary by the parent. These shares give the parent the necessary votes to determine the composition of the board of the subsidiary, and so exercise control. This gives rise to the common presumption that 50% plus one share is enough to create a subsidiary. There are, however, other ways that control can come about, and the exact rules both as to what control is needed, and how it is achieved, can be complex (see below). A subsidiary may itself have subsidiaries, and these, in turn, may have subsidiaries of their own. A parent and all its subsidiaries together are called a corporate group, although this term can also apply to cooperating companies and their subsidiaries with varying degrees of shared ownership.

A parent company does not have to be the larger or "more powerful" entity; it is possible for the parent company to be smaller than a subsidiary, such as DanJaq, a closely held family company, which controls Eon Productions, the large corporation which manages the James Bond franchise. Conversely, the parent may be larger than some or all of its subsidiaries (if it has more than one), as the relationship is defined by control of ownership shares, not numbers of employees.

The parent and the subsidiary do not necessarily have to operate in the same locations, or operate the same businesses, yet not only is it possible that they could conceivably be competitors in the marketplace, but such arrangements happen frequently at the end of a hostile takeover or voluntary merger. Also, because a parent company and a subsidiary are separate entities, it is entirely possible for one of them to be involved in legal proceedings, bankruptcy, tax delinquency, indictment, and/or under investigation, while the other is not.

Tiered subsidiaries

In descriptions of larger corporate structures, the terms "first-tier subsidiary", "second-tier subsidiary", "third-tier subsidiary" etc. are often used to describe multiple levels of subsidiaries. A first-tier subsidiary means a subsidiary/daughter company of the ultimate parent company,^[9][10] while a second-tier subsidiary is a subsidiary of a first-tier subsidiary: a "granddaughter" of the main parent company.^[11] Consequently, a third-tier subsidiary is a subsidiary of a second-tier subsidiary—a "great-granddaughter" of the main parent company.

The ownership structure of the small British specialist company Ford Component Sales, which sells Ford components to specialist car manufacturers and OEM manufacturers, such as Morgan Motor Company and Caterham Cars,^[12] illustrates how multiple levels of subsidiaries are used in large corporations:

• Ford Motor Company – U.S. parent company based in Dearborn, Michigan
  • Ford International Capital LLC – First-tier subsidiary (U.S. holding company located in Dearborn, Michigan, but registered in Delaware)^[13][14]
    • Blue Oval Holdings – Second-tier subsidiary (British holding company, located at the Ford UK head office in Brentwood, Essex, with five employees)^[15]
      • Ford Motor Company Limited – Third-tier subsidiary (the main British Ford company, with head office in Brentwood, with 10,500 employees)^[16]
        • Ford Component Sales Limited – Fourth-tier subsidiary (small British specialist component sales company at the UK Ford head office, with some 30 employees)^[17]

Control

General

The word "control" and its derivatives (subsidiary and parent) may have different meanings in different contexts. These concepts may have different meanings in various areas of law (e.g. corporate law, competition law, capital markets law) or in accounting. E.g., while Company A may not be required to undergo merger control when purchasing shares in Company B (because it is deemed to already control it under competition law rules), the same Company A may be required to start consolidating Company B into its financial statements under the relevant accounting rules (because it had been treated as a joint venture).

Control can be direct (e.g., an ultimate parent company controls a first-tier subsidiary directly) or indirect (e.g., an ultimate parent company controls second and lower tiers of subsidiaries indirectly, through first-tier subsidiaries).

European Union

Recital 31 of directive 2013/34/EU^[18] stipulates that control should be based on holding a majority of voting rights, but control may also exist where there are agreements with fellow shareholders or members. In certain circumstances control may be effectively exercised where the parent holds a minority or none of the shares in the subsidiary.

According to Article 21 of the directive 2013/34/EU an undertaking is a parent if it:

• has a majority of the shareholders' or members' voting rights in another undertaking (a subsidiary undertaking);
• has the right to appoint or remove a majority of the members of the administrative, management or supervisory body of another undertaking (a subsidiary undertaking) and is at the same time a shareholder in or member of that undertaking;
• has the right to exercise a dominant influence over an undertaking (a subsidiary undertaking) of which it is a shareholder or member, pursuant to a contract entered into with that undertaking or to a provision in its memorandum or articles of association, where the law governing that subsidiary undertaking permits its being subject to such contracts or provisions.
• is a shareholder in or member of an undertaking, and:
  • a majority of the members of the administrative, management or supervisory bodies of that undertaking (a subsidiary undertaking) who have held office during the financial year, during the preceding financial year and up to the time when the consolidated financial statements are drawn up, have been appointed solely as a result of the exercise of its voting rights; or
  • controls alone, pursuant to an agreement with other shareholders in or members of that undertaking (a subsidiary undertaking), a majority of shareholders' or members' voting rights in that undertaking.

Additionally control may arise when:

• a parent undertaking has the power to exercise, or actually exercises, dominant influence or control over another undertaking (the subsidiary undertaking); or
• a parent undertaking and another under taking (the subsidiary undertaking) are managed on a unified basis by the parent undertaking.

Under the international accounting standards adopted by the EU^[19] a company is deemed to control another company only if it has all the following:

• power over the other company;
• exposure, or rights, to variable returns from its involvement with the other company; and
• the ability to use its power over the other company to affect the amount of the company's returns (IFRS 10 para 7). Power generally arises when the parent has rights that give it the ability to direct the relevant activities, i.e. the activities that significantly affect the other subsidiary's returns.

A subsidiary can have only one parent; otherwise, the subsidiary is in fact a joint arrangement (joint operation or joint venture) over which two or more parties have joint control (IFRS 11 para 4). Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

United Kingdom

The Companies Act 2006 contains two definitions: one of "subsidiary" and the other of "subsidiary undertaking".

According to s.1159 of the Act a company is a "subsidiary" of another company, its "holding company", if that other company:

• holds a majority of the voting rights in it, or
• is a member of it and has the right to appoint or remove a majority of its board of directors, or
• is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it, or if it is a subsidiary of a company that is itself a subsidiary of that other company.

The second definition is broader. According to s.1162 of the Companies Act 2006 an undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if:

• it holds a majority of the voting rights in the undertaking, or
• it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or
• it has the right to exercise a dominant influence over the undertaking—
  • by virtue of provisions contained in the undertaking's articles, or
  • by virtue of a control contract, or
• it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.

An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, if:

• it has the power to exercise, or actually exercises, dominant influence or control over it, or
• it and the subsidiary undertaking are managed on a unified basis.

The broader definition of "subsidiary undertaking" is applied to the accounting provisions of the Companies Act 2006, while the definition of "subsidiary" is used for general purposes.^[20]

Oceania

In Oceania, the accounting standards defined the circumstances in which one entity controls another. In doing so, they largely abandoned the legal control concepts in favour of a definition that provides that "control" is "the capacity of an entity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of another entity so as to enable that other entity to operate with it in pursuing the objectives of the controlling entity". This definition was adapted in the Australian Corporations Act 2001: s 50AA.^[21] And also it can be a very useful part of the company that allows every head of the company to apply new projects and latest rules.

Business models which feature elements similar to subsidiaries

• Chaebol
• Conglomerate
• Keiretsu
• Zaibatsu

See also

• Associate company
• Consolidation (business)
• Control premium
• Controlling interest
• Cooperative federation
• Division (business)
• Joint venture
• Enterprise value
• Equity method
• Good standing
• Goodwill (accounting)
• Mergers and acquisitions
• Minority interest
• Peren-Clement-Index
• Shell corporation

References

1. "daughter company = subsidiary: a company that is completely or partly owned by another company" Longman Business English Dictionary
2. Investopedia: "A subsidiary company is sometimes referred to as a daughter company."
3. "Daughter Company Definition from Financial Times Lexicon". Lexicon.ft.com. Retrieved 2013-09-29.
4. http://smallbusiness.chron.com/difference-between-subsidiary-sister-company-35043.html
5. "Subsidiary - Definition and More from the Free Merriam-Webster Dictionary". Merriam-webster.com. Retrieved 2015-01-15.
6. Drucker, Peter F. (September–October 1997). "The Global Economy and the Nation-State". Foreign Affairs. Council on Foreign Relations.
7. "Links To Berkshire Hathaway Sub. Companies". Berkshirehathaway.com. Retrieved 2013-09-29.
8. "subsidiary legal definition of subsidiary. subsidiary synonyms by the Free Online Law Dictionary". Legal-dictionary.thefreedictionary.com. Retrieved 2013-09-29.
9. As with human family trees, each level above one level is the parent of the level below, so the term "parent company" in itself doesn't necessarily refer to the company at the top of the tree, so here "ultimate parent company" has been used for that.
10. Houston Chronicle Small Business sector: What Is a First Tier Subsidiary? Retrieved 2013-04-12
11. USLegal: Second-Tier Subsidiary Law & Legal Definition Retrieved 2013-04-12
12. Ford Component Sales Ltd: High quality components for a variety of uses Retrieved 2013-04-12
13. SEC: Subsidiaries of Ford Motor Company as of February 11, 2011 Retrieved 2013-04-12
14. Bloomberg Businessweek: Company Overview of Ford International Capital LLC, page 2 Retrieved 2013-04-12
15. Duedil: Blue Oval Holdings Retrieved 2013-04-12
16. Duedil: Ford Motor Company Limited Retrieved 2013-04-12
17. Duedil: Ford Component Sales Limited Retrieved 2013-04-12
18. "DIRECTIVE 2013/34/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC". Retrieved 2015-01-15.
19. "COMMISSION REGULATION (EC) No 1126/2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council". Retrieved 2015-01-15.
20. "Farstad Supply AS v Enviroco Ltd [2011] UKSC 16, para 16". Retrieved 2015-01-19.
21. "CORPORATIONS ACT 2001 - SECT 50AA Control". Austlii.edu.au. Retrieved 2013-09-29.